PROCTER & GAMBLE Co — Director's Dealing 2009

May 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROCTER & GAMBLE CO (PG)
CIK: 0000080424
Period of Report: 2009-05-15

Reporting Person: LAFLEY ALAN G (Director, COB and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-21	Common Stock	G	250	—	Disposed	1062945.989	Direct
2009-05-15	Common Stock	F	228	$50.845	Disposed	1068534.939	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1490.9588	Indirect
Common Stock	715.096	Indirect
Common Stock	6158	Indirect

Footnotes

F1: Automatic conversion of Restricted Stock Units ("RSUs") to withhold for taxes due upon dividend equivalents granted in the form of RSUs on 5/15/2009.

F2: Total includes grant of dividends in the form of RSUs on 5/15/2009, pursuant to Issuer's 2001 Stock and Incentive Compensation Plan.

F3: Holdings as of 3/31/2009.

F4: By A. G. Lafley Irrevocable Trust II U/A dated March 8, 1999 for benefit of reporting person's children.